Exhibit 5

[LETTERHEAD OF FEDERAL SIGNAL CORPORATION]

         KIM A. WEHRENBERG
         Vice President, General Counsel & Secretary

                                January 29, 2002

Federal Signal Corporation
1415 W. 22nd Street
Oak Brook, IL 60523

Gentlemen:

Referring to the accompanying Registration Statement on Form S-8 relating to the
registration of 1,000,000 shares for "The Federal Signal Corporation Broad Based
Option Plan" (the "Plan"), I am of the opinion that:

     1. Federal Signal Corporation is a validly organized and existing
corporation under the laws of the State of Delaware.

     2. All necessary corporate action has been duly taken to authorize the
establishment of the Plan and issuance of up to 1,000,000 shares under the Plan.

     3. The shares of Federal Signal Corporation Common Stock issuable upon the
exercise of options have been duly authorized and reserved for issuance, and
when issued and delivered in accordance with the terms of the Plan, (i) will be
legally issued, fully paid and nonassessable shares of Common Stock of Federal
Signal Corporation and (ii) no personal liability will be attached to the
holders under the laws of the State of Delaware, where the Company is
incorporated, or the laws of the State of Illinois, where the Company has its
principal place of business.

I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement referred to above, and
the use of my name in the Prospectus under Legal Opinion which is included in
the Registration Statement.

                                        Very truly yours,

                                        /s/ KIM A. WEHRENBERG

                                        Kim A. Wehrenberg